April 12, 2006

Mr. Nicolas J. Evanoff
Vice President, General Counsel and Secretary
397 N. Sam Houston Pkwy E., Suite 300
Houston, Texas 77060

Re:	Transmeridian Exploration Incorporated
		Amendment No. 1 to Registration Statement on Form S-3
      Filed March 28, 2006
	File No. 333-132389

	Registration Statement on Form S-4
	Filed March 17, 2006
	File No. 333-132552

	Form 10-K for the Fiscal Year Ended December 31, 2005
	Filed March 16, 2006
	File No. 01-32457

Dear Mr. Evanoff:

      We have limited our review of the above filings to only the
areas upon which we have issued comments.  Where indicated, we
think
you should revise your documents in response to these comments.
If
you disagree, we will consider your explanation as to why our
comment
is inapplicable or a revision is unnecessary.  Please be as
detailed
as necessary in your explanation.  In some of our comments, we may
ask you to provide us with supplemental information so we may
better
understand your disclosure.  After reviewing this information, we
may
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. Because some of our comments might apply to disclosure that
appears in more than one place or may apply to future filings,
please
make corresponding changes to all affected disclosure in your
current
and future filings, wherever it appears in your documents.  For
example, please make corresponding changes to the Form S-4 cited
above, as appropriate, in accordance with our comments issued
below
on the Form S-3 and Form 10-K.

Form S-3, as amended

Risk Factors, page 2

We have reported a material weakness...., page 9

2. Please expand this risk factor to further describe the facts
and
circumstances of the material weakness.  For example, include a
discussion of the remedies you have implemented since the end of
your
last fiscal year.

Selling Securityholders, page 14

3. Determine whether any selling shareholder is a registered
broker-
dealer or affiliate of a registered broker-dealer.  If a
registered
broker-dealer, please identify the selling shareholder as an
underwriter unless the securities you are registering on its
behalf
compensated the shareholder for investment banking services.  If
any
selling shareholder is an affiliate of a registered broker-dealer,
please confirm to us that the shareholder purchased the securities
you are registering on its behalf in the ordinary course of
business,
and that at the time of the purchase of the securities to be
resold,
the shareholder had no agreements or understandings, directly or
indirectly, with any party to distribute the securities.
Otherwise,
identify the selling shareholder as an underwriter.  We may have
additional comments.

4. Please disclose the natural persons who exercise voting and/or
dispositive powers with respect to the securities to be offered
for
resale by each of the selling shareholders.  See Interpretation
I.60
of the July 1997 manual of publicly available CF telephone
interpretations, as well as interpretation 4S of the Regulation S-
K
portion of the March 1999 supplement to the CF telephone
interpretation manual.

Form 10-K for the Fiscal Year Ended December 31, 2005

Controls and Procedures, page 55

5. Revise to state explicitly that based on management`s
assessment,
your internal control over financial reporting was not effective.
Currently, you indicate only that a material weakness existed.
6. We note your disclosure that to address the material weakness,
management performed "additional analysis" and other "post-closing
procedures" in an effort to ensure that your consolidated
financial
statements were prepared in accordance with generally accepted
accounting principles.  Please describe these procedures and
analyses.  Tell us also whether these additional procedures and
analyses will be required after the material weakness has been
remedied.
7. Please revise your disclosure in this section to provide
additional information regarding the material weakness.  For
example:
* Disclose the precise date on which your certifying officers
identified the material weakness.

* Please identify the consultants that reviewed your internal
control
system and complex tax calculations and disclosures.

* Describe the "improvement opportunities" identified as a result
of
the consultants` review.

* Describe the specific steps you took, and are taking, to
remediate
each deficiency in addition to the changes you already mention.
Ensure that this discussion specifies in sufficient detail the
nature
of the changes and how you intend the changes to resolve the
identified problems.

* Clearly state whether the company believes that the material
weakness still exists as of the end of the period covered by the
report.

      We may issue further comments after reviewing your response.

8. Revise to state with specificity whether the changes you
describe
under "Changes in Internal Controls" are changes that occurred
during
your last fiscal quarter that have materially affected or are
reasonably likely to materially affect your internal control over
financial reporting as described in Item 308(c) of Regulation S-K.

Closing Comments

      As appropriate, please amend the above filings in response
to
these comments.  You may wish to provide us with a marked copy of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Jason Wynn at (202) 551-3756 or, in his
absence,
Tangela Richter, Branch Chief, at (202) 551-3685 with any other
questions.  Direct all correspondence to the following ZIP code:
20549-7010.



									Sincerely,


									H. Roger Schwall
									Assistant Director


cc:  J. Wynn

      via facsimile
      James L. Rice III
     Akin Gump Strauss Hauer & Feld LLP
     (713) 236-0822
Mr. Nicolas J. Evanoff
Transmeridian Exploration Incorporated
April 12, 2006
page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF CORPORATION FINANCE
     MAIL STOP 7010